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REV: 05-05-25 LR <br />believes it will be able to meet. It is within City’s discretion whether it will accept the <br />revised schedule. <br />3. Purchase Price. The purchase price for the Goods and Services will be One Million <br />Five Hundred Eighty-Six Thousand Two Hundred Four Dollars and Twenty-Nine Cents <br />($1,586,204.29) made in ten installments over ten years pursuant to a City purchase order <br />made out to Vendor. Payment will be due thirty (30) days from City’s receipt of an invoice <br />for the Goods and Services, provided that Vendor will not invoice City until all Goods have <br />been delivered and accepted in accordance with the terms of the Purchase Agreement. <br />Vendor represents that the prices quoted to or paid by City will not exceed current prices <br />charged to any other customer by Vendor on the Effective Date for items that are the <br />same or substantially similar to the Goods, taking into consideration the quantity under <br />consideration. Vendor will immediately refund any amounts paid by City in excess of such <br />current prices. Unless otherwise noted in this Agreement or the Bid Documents, the <br />purchase price will include all shipping and delivery costs. <br />4. Cancellation and Termination. Reserved. <br />5. Delivery Risk of Loss. All orders will be F.O.B. Shipping Point via common carrier <br />if not otherwise specified. Risk of loss or damage to the Goods will remain with Vendor <br />until the Goods have been delivered to City. The City may reject Goods that do not match <br />the Goods listed in Exhibit A and the Quote attached as Exhibit C, are damaged, or non- <br />functional upon receipt (Nonconforming Good) by providing Vendor written notice of <br />rejection within 10 days of shipment. In the event the City receives a Nonconforming <br />Good, the City’s sole remedy is to return the Good to Vendor for repair or replacement as <br />further described in the Warranties Section of the Master Services and Purchasing <br />Agreement (“MSPA”) attached as Exhibit D. Failure to notify Vendor within the 10-day <br />rejection period will be deemed as acceptance of Good. <br />6. Force Majeure. Either Party may delay delivery or acceptance of Goods and <br />Services occasioned by causes beyond its control. In the case of a Force Majeure event, <br />Vendor will hold such Goods and Services and will deliver/perform them when the cause <br />affecting the delay has been removed. <br />7. Invoices. Vendor must mail an invoice to City at the address specified in Section <br />16 of this Purchase Agreement no later than the 5th day after delivery and acceptance <br />by City. Vendor must issue separate invoices for each shipment made pursuant to this <br />Purchase Agreement. Invoices must contain a description of Goods and Services, unit <br />price, quantities billed, extended totals, and applicable taxes as set forth in Section 9 of <br />this Purchase Agreement. <br />8. Packing and Shipping. Deliveries must be made as specified, without charge for <br />boxing, crating or storage unless otherwise specified. Goods must be suitably packed to <br />secure lowest transportation costs and, in accordance with the requirements of common <br />carriers, in a manner to assure against damage from weather or transportation. Packing <br />lists specifying the quantity and description of the Goods must accompany each box or <br />ATTY/AGR.2025.099/AXON ENTERPRISE, INC. (AXON TASER 10 UPGRADE) (Page 2 of 66)